ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This discussion and the related financial data are presented to assist in the
understanding and evaluation of the consolidated financial condition and the
results of operations of First Commonwealth Financial Corporation including its
subsidiaries ("First Commonwealth") for the three- and six-months ended June 30,
2013 and 2012, and should be read in conjunction with the Condensed Consolidated
Financial Statements and notes thereto included in this Form 10-Q.
Forward-Looking Statements
Certain statements contained in this report that are not historical facts may
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and are intended to be covered by
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements, which are based on certain assumptions and describe our
future plans, strategies and expectations, can generally be identified by the
use of words such as "may," "will," "should," "could," "would," "plan,"
"believe," "expect," "anticipate," "intend," "estimate" or words of similar
meaning. These forward-looking statements are subject to significant risks,
assumptions and uncertainties, and could be affected by many factors. The
following list, which is not intended to be an all-encompassing list of risks
and uncertainties affecting us, summarizes several factors that could cause our
actual results to differ materially from those anticipated or expected in these
forward-looking statements:
• continued weakness in economic and business conditions, both nationally and
in our markets, which could cause deterioration in credit quality, a
further reduction in demand for credit and/or a further decline in real
estate values;

• increases in defaults by borrowers and other delinquencies, which could
result in increases in our provision for credit losses and related
expenses;

• further declines in the market value of investment securities that are
considered to be other-than-temporary, which would negatively impact our
earnings and capital levels;

• cyber-attacks and fraud, which could disrupt our systems and services,
breach the privacy of our customer and business information or result in
loss of client assets;

• further declines in the valuations of real estate, which could negatively
affect the creditworthiness of our borrowers and the value of collateral
securing our loans;

• the assumptions used in calculating the appropriate amount to be placed
into our allowance for credit losses may prove to be inaccurate;

• restrictions or conditions imposed by our regulators on our operations may
make it more difficult for us to achieve our goals;

• legislative and regulatory changes, including the impact of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and related regulations,
subject us to additional regulatory oversight which may result in increased
compliance costs and/or require us to change our business model;

• changes in accounting standards and compliance requirements may have an
adverse affect on our operating results and financial condition;

• competitive pressures among depository and other financial institutions,
some of which may have greater financial resources or more attractive
product or service offerings, may adversely affect growth or profitability
of our products and services; and

• other risks and uncertainties described in this report and in the other
reports that we file with the Securities and Exchange Commission, including
our most recent Annual Report on Form 10-K.

In light of these risks, uncertainties and assumptions, you should not place
undue reliance on any forward-looking statements in this report. We undertake no
obligation to publicly update or otherwise revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Explanation of Use of Non-GAAP Financial Measure
In addition to the results of operations presented in accordance with generally
accepted accounting principles ("GAAP"), First Commonwealth management uses, and
this quarterly report contains or references, certain non-GAAP financial
measures, such as net interest income on a fully taxable equivalent basis. We
believe this non-GAAP financial measure provides information useful to investors
in understanding our underlying operational performance and our business and
performance trends as it facilitates comparison with the performance of others
in the financial services industry. Although we believe that this non-GAAP
financial measure enhances investors' understanding of our business and
performance, this non-GAAP financial measure should not be considered an
alternative to GAAP.

We believe the presentation of net interest income on a fully taxable equivalent
basis ensures comparability of net interest income arising from both taxable and
tax-exempt sources and is consistent with industry practice. Interest income per
the Condensed Consolidated Statements of Income is reconciled to net interest
income adjusted to a fully taxable equivalent basis on page 41 for the
six-months ended June 30, 2013 and 2012.
Results of Operations
Six-Months Ended June 30, 2013 Compared to Six-Months Ended June 30, 2012
Net Income
For the six-months ended June 30, 2013, First Commonwealth had net income of
$16.4 million, or $0.17 per share, compared to net income of $23.4 million or
$0.22 per share in the six-months ended June 30, 2012. The decrease in net
income was caused by declines in net interest and noninterest income as well as
a higher provision for credit losses, partially offset by reductions in
noninterest expense.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $93.2 million in
the first six months of 2013 compared to $97.4 million for the same period in
2012. Net interest income comprises a majority of our operating revenue (net
interest income before the provision plus noninterest income) at 75% and 74% for
the six-months ended June 30, 2013 and 2012, respectively.
Net interest margin, on a fully taxable equivalent basis, was 3.40% for the
six-months ended June 30, 2013 compared to 3.68% for the six-months ended
June 30, 2012. The 28 basis point decline was affected by both changes in the
level of interest rates and the amount and composition of interest-earning
assets and interest-bearing liabilities. The recognition in 2012 of $1.0 million
in interest income related to the payoff of a loan that was previously in
nonaccrual status also contributed to the decline, increasing the net interest
margin by four basis points for the six-months ended June 30, 2012.

The low interest rate environment and resulting decline in rates earned on
interest-earning assets challenged the net interest margin during the six-months
ended June 30, 2013. New volume spreads for the commercial portfolio resulted
from a disciplined pricing approach; however competitive pricing pressures have
resulted in reduced spreads on consumer loans, specifically home equity and
indirect loans. Also contributing to lower yields on earnings assets is the
runoff of existing assets which are earning higher interest rates and growth in
the investment portfolio. Growth in earning assets has helped to offset the
impact of runoff, as average earning assets for the six-months ended June 30,
2013 increased $200.5 million, or 4%, compared to the comparable period in 2012.
However, approximately 44% of the growth in earning assets relates to the
investment portfolio, which is earning approximately 200 basis points less than
growth in the loan portfolio. Investment portfolio purchases during the
six-months ended June 30, 2013, have been primarily in mortgage-related assets
with approximate durations of 36-48 months. The majority of these investments
have monthly principal payments which will provide for reinvestment
opportunities as interest rates rise. It is expected that the challenges to the
net interest margin will continue as $2.8 billion in interest-sensitive assets
either reprice or mature over the next twelve months.
The taxable equivalent yield on interest-earning assets was 3.82% for the
six-months ended June 30, 2013, a decrease of 47 basis points from the 4.29%
yield for the same period in 2012. This decline can be attributed to the
repricing of our adjustable rate assets in a declining interest rate environment
as well as lower interest rates available on new investments and loans.
Reductions in the cost of interest-bearing liabilities partially offset the
impact of lower yields on interest-earning assets. The cost of interest-bearing
liabilities was 0.53% for the six-months ended June 30, 2013, compared to 0.76%
for the same period in 2012.
Comparing the six-months ended June 30, 2013 with the same period in 2012,
changes in interest rates negatively impacted net interest income by $7.0
million. The lower yield on interest-earning assets adversely impacted net
interest income by $12.7 million, while the decline in the cost of
interest-bearing liabilities had a positive impact of $5.7 million. We have been
able to partially mitigate the impact of lower interest rates and the effect on
net interest income through improving the mix of deposit and borrowed funds,
loan growth and increasing our investment volumes within established interest
rate risk management guidelines. As part of these strategies, on April 1, 2013,
the Company redeemed $32.5 million in issued and outstanding 9.50% mandatorily
redeemable capital securities issued by First Commonwealth Capital Trust I and
replaced the funds with lower cost funding alternatives.
While decreases in interest rates and yields compressed the net interest margin,
increases in average interest-earning assets tempered the effect on net interest
income. Changes in the volumes of interest-earning assets and interest-bearing
liabilities

positively impacted net interest income by $2.8 million in the six-months ended
June 30, 2013 compared to the same period in 2012. Higher levels of
interest-earning assets resulted in an increase of $3.9 million in interest
income, while volume changes primarily attributed to long term borrowings
increased interest expense by $1.1 million.
Positively affecting net interest income was a $74.5 million increase in average
net free funds at June 30, 2013 as compared to June 30, 2012. Average net free
funds are the excess of noninterest-bearing demand deposits, other
noninterest-bearing liabilities and shareholders' equity over
noninterest-earning assets. The largest component of the increase in net free
funds was an increase in noninterest-bearing demand deposit average balances as
a result of marketing promotions aimed at attracting new and retaining existing
customers. Additionally, higher costing time deposits continue to mature and
reprice to lower costing certificates or other deposit alternatives. Average
time deposits for the six-months ended June 30, 2013 decreased $5.1 million
compared to the comparable period in 2012. The positive change in deposit mix is
expected to continue as $700.8 million in certificates of deposits either mature
or reprice over the next twelve months.

The following table reconciles interest income in the Condensed Consolidated
Statements of Income to net interest income adjusted to a fully taxable
equivalent basis for the six-months ended June 30: